AMENDED AND RESTATED LONG TERM INCENTIVE PLAN

1.   INTENT.

The purpose of the Lakeland Financial Corporation Long Term Incentive Plan (the “ Plan ”) is to motivate select officers of Lakeland Financial Corporation (the “ Company ”) and its subsidiaries who perform services for the Company and its subsidiaries to collectively produce outstanding results, encourage superior performance, increase productivity, and aid in attracting and retaining key employees.  To this end, the Company has approved the Plan to provide certain selected employees the opportunity to earn a long-term incentive bonus under the terms and conditions set forth below (an “ LTI Bonus ”).  This Plan is not intended to provide for deferred compensation, as such term is as defined under Internal Revenue Code Section 409A.  To the extent the Participants wish to defer amounts payable hereunder, the Participant may do so under the Lake City Bank Deferred Compensation Plan or such other non-qualified deferred compensation plan adopted and maintained from time to time by the Company or one of its subsidiaries or affiliates.

2.   INCENTIVE BONUS DETERMINATION.

2.1   Target Bonus .  When notifying a Participant of his or her eligibility to participate in any particular performance period under the Plan, the Compensation Committee (as defined in Section 9.1 below) shall inform the Participant of his or her individual target level of bonus under the Plan (the “ Target Bonus ”).  The actual LTI Bonus for any given performance period shall be determined based upon the Participant’s Target Bonus and the actual level, if any, of attainment of the pre-established performance targets for such period.

2.2   Participation Notice .  A notice of participation (a “ Participation Notice ”) will be provided to Participants under the Plan setting forth the Target Bonus, the applicable performance period and performance targets for such period.

3.   PERFORMANCE TARGETS.

3.1   Designation of Performance Targets .  The Company’s Chief Executive Officer shall recommend, subject to the Compensation Committee’s approval, the performance measures and performance targets to be used for each performance period and the LTI Bonus to be paid if certain required conditions are met.  Performance targets shall be based on a combination of Company goals, business unit and/or individual goals, or on such other factors as the Company’s Chief Executive Officer, subject to the approval of the Compensation Committee, may determine.  Different performance targets may be established for different participants for any performance period.

3.2   Equitable Adjustment to Performance Targets .  At its discretion, the Compensation Committee may adjust performance goals and/or performance measure results for extraordinary events or accounting adjustments resulting from significant asset purchases or dispositions or other events not contemplated or otherwise considered by the Compensation Committee when the performance measures and targets were set.

4.   PARTICIPANTS.

The Compensation Committee, in consultation with the Company’s Chief Executive Officer, will designate select members of management of the Company and its affiliates as eligible to participate in the Plan. Employees so designated shall be referred to as “ Participants .”

5.   PARTICIPATION LEVELS.

A Participant’s designated level of participation in the Plan will be determined under criteria established or approved by the Compensation Committee for the designated performance period. Levels of participation in the Plan may vary according to a Participant’s position and the relative impact such Participant can have on the Company’s and/or affiliates’ operations.  Care will be used in communicating to any participant his or her performance targets and potential bonus amount for a designated performance period.  The amount of target bonus a Participant may receive for any designated performance period, if any, will depend upon the performance level achieved, unless waived, for that designated performance period, as determined by the Compensation Committee.  No Participant shall have any claim to be eligible for participation under the Plan, and there is no obligation for uniformity of treatment among Participants.  The terms and conditions of awards need not be the same respecting each Participant.

6.   INCENTIVE BONUS PAYOUT.

Incentive Bonuses will be paid no later than the March 15th following the end of the year in which the designated performance period ends.  Incentive bonuses may be paid in cash, restricted stock, or in any other form deemed appropriate by the Compensation Committee, in its sole discretion.  The Compensation Committee may pay incentive bonuses to certain Participants in one form (e.g. cash) and to other Participants in another form (e.g. re